COMMUNITY
BANK OF PICKENS COUNTY


2000
STOCK INCENTIVE PLAN









TABLE OF CONTENTS


	
  ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION
  	
  1
  
	
   
  	
  1.1
  	
  Establishment of the Plan
  	
  1
  
	
   
  	
  1.2
  	
  Purpose of the Plan
  	
  1
  
	
   
  	
  1.3
  	
  Duration of the Plan
  	
  1
  
	
   
  	
   
  
	
  ARTICLE 2.  DEFINITIONS
  	
  1
  
	
   
  	
   
  
	
  ARTICLE 3.  ADMINISTRATION
  	
  4
  
	
   
  	
  3.1
  	
  The Committee
  	
  4
  
	
   
  	
  3.2
  	
  Authority of the Committee
  	
  4
  
	
   
  	
  3.3
  	
  Decisions Binding
  	
  5
  
	
   
  	
   
  
	
  ARTICLE 4.  SHARES SUBJECT TO THE PLAN
  	
  5
  
	
   
  	
  4.1
  	
  Number of Shares
  	
  5
  
	
   
  	
  4.2
  	
  Lapsed Awards.
  	
  5
  
	
   
  	
  4.3
  	
  Adjustments In Authorized Shares
  	
  5
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 5.  ELIGIBILITY AND PARTICIPATION
  	
  6
  
	
   
  	
   
  
	
  ARTICLE 6.  STOCK OPTIONS
  	
  6
  
	
   
  	
  6.1
  	
  Grant of Options
  	
  6
  
	
   
  	
  6.2
  	
  Agreement
  	
  6
  
	
   
  	
  6.3
  	
  Option Price
  	
  6
  
	
   
  	
  6.4
  	
  Duration of Options
  	
  7
  
	
   
  	
  6.5
  	
  Exercise of Options
  	
  8
  
	
   
  	
  6.6
  	
  Payment
  	
  8
  
	
   
  	
  6.7
  	
  Limited Transferability
  	
  8
  
	
   
  	
  6.8
  	
  Shareholder Rights
  	
  8
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 7.  RESTRICTED STOCK; STOCK AWARDS
  	
  8
  
	
   
  	
  7.1
  	
  Grants
  	
  8
  
	
   
  	
  7.2
  	
  Restricted Period; Lapse of Restrictions
  	
  9
  
	
   
  	
  7.3
  	
  Rights of Holder; Limitations Thereon.
  	
  9
  
	
   
  	
  7.4
  	
  Delivery of Unrestricted Shares.
  	
  10
  
	
   
  	
  7.5
  	
  Nonassignability of Restricted Stock
  	
  10
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 8.  BENEFICIARY DESIGNATION
  	
  10
  
	
   
  	
   
  
	
  ARTICLE 9.  DEFERRALS
  	
  11
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 10.  RIGHTS OF OFFICERS
  	
  11
  
	
   
  	
  10.1
  	
  Employment
  	
  11
  
	
   
  	
  10.2
  	
  Participation
  	
  11
  



i











	
  ARTICLE 11.  CHANGE IN CONTROL
  	
  11
  
	
   
  	
  11.1 
  	
  Definition
  	
  11
  
	
   
  	
  11.2
  	
  Limitation
  on Awards
  	
  12
  
	
   
  	
   
  
	
  ARTICLE 12.  AMENDMENT,
  MODIFICATION, AND TERMINATION
  	
  12
  
	
   
  	
  12.1
  	
  Amendment,
  Modification, and Termination
  	
  12
  
	
   
  	
  12.2
  	
  Awards
  Previously Granted
  	
  13
  
	
   
  	
  12.3
  	
  Compliance
  With Code Section 162(m)
  	
  13
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 13.  CANCELLATION
  AND RESCISSION OF AWARDS
  	
  13
  
	
   
  	
   
  
	
  ARTICLE 14.  WITHHOLDING
  	
  14
  
	
   
  	
  14.1
  	
  Tax
  Withholding
  	
  14
  
	
   
  	
  14.2
  	
  Share
  Withholding
  	
  14
  
	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 15.  INDEMNIFICATION
  	
  14
  
	
   
  	
   
  
	
  ARTICLE 16.  SUCCESSORS
  	
  14
  
	
   
  	
   
  
	
  ARTICLE 17.  LEGAL
  CONSTRUCTION
  	
  15
  
	
   
  	
  17.1
  	
  Severability
  	
  15
  
	
   
  	
  17.2
  	
  Requirements
  of Law
  	
  15
  
	
   
  	
  17.3
  	
  Regulatory
  Approvals and Listing
  	
  15
  
	
   
  	
  17.4
  	
  Securities
  Law Compliance
  	
  15
  
	
   
  	
  17.5
  	
  Governing
  Law
  	
  15
  



ii










COMMUNITY BANK OF PICKENS COUNTY


2000 STOCK INCENTIVE PLAN


ARTICLE 1. 
ESTABLISHMENT, PURPOSE, AND DURATION


          1.1     Establishment of the Plan  Community Bank of Pickens County,a
Georgia banking corporation (the “Bank”), hereby establishes a stock option and
incentive award plan known as the “Community Bank of Pickens County 2000 Stock
Incentive Plan” (the “Plan”), as set forth in this document.  The Plan permits the grant of Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock, and Stock Awards.


          The
Plan shall become effective on the date it is approved by the Board of
Directors (the “Effective Date”), subject to approval of the Plan by the Bank’s
shareholders within the twelve (12) month period immediately thereafter, and
shall remain in effect as provided in Section 1.3.

          1.2     Purpose of the Plan.  The purpose of the Plan is to secure for the
Bank and its shareholders the benefits of the incentive inherent in stock
ownership in the Bank by Participants, who are responsible for its future
growth and continued success.  The Plan
promotes the success and enhances the value of the Bank by encouraging the
involvement of the Participants (as defined below), and by providing
Participants with an incentive for outstanding performance.  The Plan is further intended to provide
flexibility to the Bank in its ability to motivate, attract, and retain the
services of Participants upon whose judgment, interest and special effort the
successful conduct of its operation largely depends.

          1.3     Duration of the Plan.  The Plan shall commence on the Effective
Date, and shall remain in effect, subject to the right of the Board of
Directors to amend or terminate the Plan at any time pursuant to Article 12,
until the day prior to the tenth (10th) anniversary of the Effective Date.

ARTICLE 2. 
DEFINITIONS


          Whenever
used in the Plan, the following terms shall have the meanings set forth below:


	
   
  	
  (a)

  	
  “Agreement” means an agreement entered into
  by each Participant and the Bank, setting forth the terms and provisions
  applicable to Awards granted to Participants under this Plan.
  
	
   
  	
   
  	
   
  
	
   
  	
  (b)
  	
  “Award” means, individually or collectively,
  a grant under this Plan of Incentive Stock Options, Nonqualified Stock
  Options, Restricted Stock, or Stock Awards.
  
	
   
  	
   
  	
   
  
	
   
  	
  (c)
  	
  “Beneficial Owner” or “Beneficial
  Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of
  the Exchange Act.
  
	
   
  	
   
  	
   
  
	
   
  	
  (d)
  	
  “Board” or “Board of Directors” means
  the Board of Directors of the Bank.
  



-1-











	
   
  	
  (e)
  	
  “Cause” means:  (i) willful misconduct on the part of a Participant that is
  materially detrimental to the Bank; or (ii) the conviction of a Participant
  for the commission of a felony.  The
  existence of “Cause” under either (i) or (ii) shall be determined by the
  Committee.  Notwithstanding the
  foregoing, if the Participant has entered into an employment agreement that
  is binding as of the date of employment termination, and if such employment
  agreement defines “Cause,” and/or provides a means of determining whether
  “Cause” exists, such definition of “Cause” and means of determining its
  existence shall supersede this provision. 
  
  
	
   
  	
   
  	
   
  
	
   
  	
  (f)
  	
  “Code” means the Internal Revenue Code of
  1986, as amended from time to time, or any successor act thereto.
  
	
   
  	
   
  	
   
  
	
   
  	
  (g)
  	
  “Committee” means the committee or individual
  appointed to administer the Plan and to grant Awards under the Plan, as
  specified in Article 3, and to perform the functions set forth therein;
  provided that the Board may designate the Chief Executive Officer (or other
  officer) to make grants of Awards with respect to certain employees and
  persons (other than himself), in which case the Chief Executive Officer will
  have the power and authority of the Committee hereunder with respect to such
  grants, and the Board may retain the authority with respect to the remainder of
  the Plan in itself or in a Committee.
  
	
   
  	
   
  	
   
  
	
   
  	
  (h)
  	
  “Common Stock” means the common stock of the
  Bank, par value $5.00 per share.
  
	
   
  	
   
  	
   
  
	
   
  	
  (i)
  	
  “Company” means Community Bank of Pickens
  County, a Georgia banking corporation, or any successor thereto as provided
  in Article 18.
  
	
   
  	
   
  	
   
  
	
   
  	
  (j)
  	
  “Director” means any individual who is a
  member of the Board of Directors of the Bank.
  
	
   
  	
   
  	
   
  
	
   
  	
  (k)
  	
  “Disability” shall have the meaning ascribed
  to such term in the Bank’s long-term disability plan covering the
  Participant, or in the absence of such plan, a meaning consistent with
  Section 22(e)(3) of the Code.
  
	
   
  	
   
  	
   
  
	
   
  	
  (l)
  	
  “Effective Date” shall have the meaning
  ascribed to such term in Section 1.1.
  
	
   
  	
   
  	
   
  
	
   
  	
  (m)
  	
  “Employee” means any employee of the Bank or
  the Bank’s Subsidiaries.  Directors who
  are not otherwise employed by the Bank or the Bank’s Subsidiaries are not
  considered Employees under this Plan.
  
	
   
  	
   
  	
   
  
	
   
  	
  (n)
  	
  “Exchange Act” means the Securities Exchange
  Act of 1934, as amended from time to time, or any successor act thereto.
  
	
   
  	
   
  	
   
  
	
   
  	
  (o)
  	
  “Fair Market Value” shall be determined as
  follows:
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
  (i)
  	
  If, on the relevant date, the Shares are traded on a
  national or regional securities exchange or on The Nasdaq Stock Market
  (“Nasdaq”) and 
  



-2-












	
   
  	
   
  	
   
  	
  closing sale prices for the Shares are customarily quoted, on
  the basis of the closing sale price on the principal securities exchange on
  which the Shares may then be traded or, if there is no such sale on the
  relevant date, then on the immediately preceding day on which a sale was
  reported;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
  (ii)
  	
  If, on the relevant date, the Shares are not listed
  on any securities exchange or traded on Nasdaq, but nevertheless are publicly
  traded and reported on Nasdaq without closing sale prices for the Shares
  being customarily quoted, on the basis of the mean between the closing bid
  and asked quotations in such other over-the-counter market as reported by
  Nasdaq; but, if there are no bid and asked quotations in the over-the-counter
  market as reported by Nasdaq on that date, then the mean between the closing
  bid and asked quotations in the over-the-counter market as reported by Nasdaq
  on the immediately preceding day such bid and asked prices were quoted; and
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
  (iii)
  	
  If, on the relevant date, the Shares are not
  publicly traded as described in (i) or (ii), on the basis of the good faith
  determination of the Committee.
  





	
   
  	
  (p)
  	
  “Incentive Stock Option” or “ISO” means an
  option to purchase Shares granted under Article 6 which is designated as an
  Incentive Stock Option and is intended to meet the requirements of Section
  422 of the Code.
  
	
   
  	
   
  	
   
  
	
   
  	
  (q)
  	
  “Insider” means an officer, director, or a
  ten percent (10%) beneficial owner of any class of the Bank’s equity
  securities that is registered pursuant to Section 12 of the Exchange Act or
  any successor provision, as “officer” and “director” are defined under
  Section 16 of the Exchange Act.
  
	
   
  	
   
  	
   
  
	
   
  	
  (r)
  	
  “Named Executive Officer” means, if
  applicable, a Participant who, as of the date of vesting and/or payout of an
  Award is one of the group of “covered employees,” as defined in the
  regulations promulgated under Code Section 162(m), or any successor statute.
  
	
   
  	
   
  	
   
  
	
   
  	
  (s)
  	
  “Nonqualified Stock Option” or “NQSO” means
  an option to purchase Shares granted under Article 6, and which is not
  intended to meet the requirements of Code Section 422.
  
	
   
  	
   
  	
   
  
	
   
  	
  (t)
  	
  “Option” means an Incentive Stock Option or a
  Nonqualified Stock Option.
  
	
   
  	
   
  	
   
  
	
   
  	
  (u)
  	
  “Option Price” means the price at which a
  Share may be purchased by a Participant pursuant to an Option, as determined
  by the Committee.
  
	
   
  	
   
  	
   
  
	
   
  	
  (v)
  	
  “Participant” means an Employee or a Director
  who has been determined by the Committee to contribute significantly to the
  profits or growth of the Bank and who has been granted an Award under the
  Plan which is outstanding.
  



-3-











	
   
  	
  (w)
  	
  “Person” shall have the meaning ascribed to
  such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
  and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
  
	
   
  	
   
  	
   
  
	
   
  	
  (x)
  	
  “Retirement” shall mean retiring from
  employment with the Bank or any Subsidiary on or after attaining age
  sixty-five (65).
  
	
   
  	
   
  	
   
  
	
   
  	
  (y)
  	
  “Restricted Stock” means an Award of Common
  Stock granted in accordance with the terms of Article 8 and the other
  provisions of the Plan, and which is nontransferable and subject to a
  substantial risk of forfeiture. 
  Shares of Common Stock shall cease to be Restricted Stock when, in
  accordance with the terms hereof and the applicable Agreement, they become
  transferable and free of substantial risk of forfeiture.
  
	
   
  	
   
  	
   
  
	
   
  	
  (z)
  	
  “Shares” means
  the shares of Common Stock of the Bank (including any new, additional or
  different stock or securities resulting from the changes described in Section
  4.3).

	
   
  	
   
  	
  
	
   
  	
  (aa)
  	
  “Stock Award” means a grant of Shares under
  Article 8that is not generally subject to restrictions and pursuant
  to which a certificate for the Shares is transferred to the Participant.
  
	
   
  	
   
  	
   
  
	
   
  	
  (bb)
  	
  “Subsidiary” means any company during any
  period in which it is a “subsidiary corporation” (as that term is defined in
  Code Section 424(f)) with respect to the Bank.
  



ARTICLE 3.  ADMINISTRATION

          3.1     The Committee.  The Plan shall be administered by the Board
of Directors or by a Committee of the Board, or by any other committee,
subcommittee, or person appointed by the Board that is granted authority to administer
the Plan in the same manner as the Committee. 
The members of the Committee shall be appointed from time to time by,
and shall serve at the discretion of, the Board of Directors.


          3.2     Authority of the Committee.  Subject to the provisions of the Plan, the
Committee shall have full power to select the Participants who are responsible
for the future growth and success of the Bank who shall participate in the Plan
(who may change from year to year); determine the size and types of Awards;
determine the terms and conditions of Awards in a manner consistent with the
Plan (including conditions on the exercisability of all or a part of an Option,
restrictions on transferability, vesting provisions on Restricted Stock Awards,
and the duration of the Awards); construe and interpret the Plan and any
agreement or instrument entered into under the Plan; establish, amend, or waive
rules and regulations for the Plan’s administration; and
(subject to the provisions of Article 12) amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan, including accelerating the
time any Option may be exercised and establishing different terms and conditions
relating to the effect of the termination of

-4-










employment or other services to
the Bank.  Further, the Committee shall
make all other determinations which may be necessary or advisable in the
Committee’s opinion for the administration of the Plan.  All expenses of administering this Plan
shall be borne by the Bank.

          3.3     Decisions Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including the Bank, the shareholders, Participants and their estates and
beneficiaries.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN


          4.1     Number of Shares.  Subject to adjustment as provided in Section
4.3, the total number of Shares available for grant of Awards under the Plan
shall be equal to an aggregate of seventy-five thousand (75,000) Shares.  The Shares may, in the discretion of the
Bank, be either authorized but unissued Shares or Shares held as treasury
shares, including Shares purchased by the Bank, whether on the market or
otherwise.  The following rules shall
apply for purposes of the determination of the number of Shares available for
grant under the Plan:


	
   
  	
  (a)
  	
  The grant of an Option, Stock Award, or Restricted
  Stock Award shall reduce the Shares available for grant under the Plan by the
  number of Shares subject to such Award.
  
	
   
  	
   
  	
   
  
	
   
  	
  (b)
  	
  While an Option, Stock Award, or Restricted Stock
  Award is outstanding, it shall be counted against the authorized pool of
  Shares, regardless of its vested status.
  



          4.2     Lapsed Awards.  If any Award granted under this Plan is
canceled, terminates, expires, or lapses for any reason, or if Shares are
withheld in payment of the Option Price or for withholding taxes, any Shares
subject to such Award or that are withheld shall again be available for the
grant of an Award under the Plan.  If
prior to the Award’s cancellation, termination, expiration, or lapse, the holder
of the Award at any time received one or more “benefits of ownership” pursuant
to such Award (as defined by the Securities and Exchange Commission, pursuant
to any rule or interpretation promulgated under Section 16 of the Exchange
Act), the Shares subject to such Award shall not again be made available for
regrant under the Plan.

          4.3     Adjustments In Authorized Shares.  In the event of any change in corporate
capitalization, such as a stock split, or a corporate transaction, such as any
merger, consolidation, separation, including a spin-off, or other distribution
of stock or property of the Bank, any reorganization (whether or not such
reorganization comes within the definition of such term
in Code Section 368) or any partial or complete liquidation of the Bank, such
adjustment shall be made in the number and class of Shares which may be
delivered under the Plan, and in the number and class of and/or price of Shares
subject to outstanding Awards granted under the Plan, as may be determined to
be appropriate and equitable by the Committee, in its sole discretion, to
prevent dilution or enlargement of rights; provided, however, that the number
of Shares subject to any Award shall always be a whole number and the Committee
shall make such adjustments as are necessary to insure Awards of whole Shares.


-5-










ARTICLE 5. 
ELIGIBILITY AND PARTICIPATION

          Any
Participant shall be eligible to receive an Award under the Plan.  In determining the individuals to whom such
an Award shall be granted and the number of Shares which may be granted
pursuant to that Award, the Committee shall take into account the duties of the
respective individual, his or her present and potential contributions to the
success of the Bank or any Subsidiary, and such other factors as the Committee
shall deem relevant in connection with accomplishing the purpose of the Plan.

ARTICLE 6. 
STOCK OPTIONS

          6.1     Grant of Options.  Subject to the terms and provisions of the
Plan, Options may be granted to Participants at any time and from time to time
as shall be determined by the Committee. 
The Committee shall have discretion in determining the number of Shares
subject to Options granted to each Participant.  No Participant may be granted ISOs (under the Plan and all other
incentive stock option plans of the Bank and any Subsidiary) that are first
exercisable in any calendar year for Common Stock having an aggregate Fair
Market Value (determined as of the date an Option is granted) that exceeds One
Hundred Thousand Dollars ($100,000). 
The preceding annual limit shall not apply to NQSOs.  The Committee may grant a Participant ISOs,
NQSOs, or a combination thereof, and may vary such Awards among Participants;
provided that only an Employee may be granted ISOs.  The maximum number of Shares subject to Options which can be
granted under the Plan during any calendar year to any individual is 30,000
Shares. 

          6.2     Agreement.  Each Option grant shall be evidenced by an
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, the vesting schedule of the
Option, and such other provisions as the Committee shall determine.  The Option Agreement shall further specify
whether the Award is intended to be an ISO or an NQSO.  Any portion of an Option that is not
designated as an ISO or otherwise fails or is not qualified as an ISO (even if
designated as an ISO) shall be a NQSO. 
The vesting schedule of the Option contained in the Option Agreement
shall be set by the Committee to encourage the Participant to remain involved
in the Bank by providing a vesting period of at least three years of
approximately equal percentages and no acceleration of option vesting pursuant
to any Change in Control provision shall occur if the Change in Control occurs within
the first three years of the grant of the Option.

          6.3     Option Price.  The Option Price for each grant of an ISO
shall not be less than one hundred percent (100%) of the Fair Market Value of a
Share on the date the Option is granted. 
In no event, however, shall any Participant who owns (within the meaning
of Section 424(d) of the Code) stock of the Bank possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Bank be eligible to receive an ISO at an Option Price less than one hundred ten
percent (110%) of the Fair Market Value of a share on the date the ISO is
granted.  The Option Price for each
grant of a NQSO shall be established by the Committee and, in its discretion,
may be equal to, or more than, the Fair Market Value of a Share on the date the
Option is granted; provided, however, that the Option Price shall not be less
than the Fair Market Value.  The
Committee is authorized to issue Options, whether ISOs or NQSOs,



-6-










at an Option
Price in excess of the Fair Market Value on the date the Option is granted (the
so-called “Premium Price” Option) to encourage superior performance.

          6.4     Duration of Options.   The duration of the Options shall be subject
to the following:


	
   
  	
  (a)
  	
  Each Option
  shall expire at such time as the Committee shall determine at the time of
  grant; provided, however, that no Option shall be exercisable later than the
  tenth (10th) anniversary date of its grant; provided, further, however, that
  any ISO granted to any Participant who at such time owns (within the meaning
  of Section 424(d) of the Code) stock of the Bank possessing more than ten
  percent (10%) of the total combined voting power of all classes of stock of
  the Bank, shall not be exercisable later than the fifth (5th) anniversary
  date of its grant.
  
	
   
  	
   
  	
   
  
	
   
  	
  (b)
  	
  If a
  Participant’s service is terminated by the Bank for Cause, all outstanding
  unvested Options granted to such Participant shall expire immediately, and
  the Participant’s right to exercise any then outstanding Options (whether or
  not vested) shall terminate immediately upon the date that the Committee
  determines is the Participant’s date of termination of service.
  
	
   
  	
   
  	
   
  
	
   
  	
  (c)
  	
  Subject to
  any “Change of Control” provision that may be included in an Agreement, if
  the Participant’s service to the Bank is terminated by the Bank without
  Cause, or the Participant voluntarily terminates his or her service
  (including upon Retirement, death or Disability), all outstanding unvested
  Options shall expire as of the date of termination of service, and any
  Options vested as of the date of termination shall remain exercisable at any
  time prior to their expiration date or for three (3) months (twelve (12)
  months if termination is due to death or Disability) after the date of
  termination of service, whichever period is shorter.
  




	
   
  	
  (d)
  	
  Notwithstanding
  any other provision in the Plan, if the Bank becomes “critically
  undercapitalized” for the purposes of Section 38 of the Federal Deposit
  Insurance Act and the regulations of the primary federal regulator of the
  Bank (the “Regulator”), the Regulator may direct the Bank to require the
  Participant to exercise (if exercisable) or forfeit his or her Option.  The Company will notify the Participant
  within forty-five (45) days from the date the Regulator notifies the Bank in
  writing that the Participant must exercise or forfeit the Option.  The Option will terminate if not exercised
  within twenty-one (21) days of the Bank’s notification to the
  Participant.  The Company agrees to
  comply with any Regulator request that the Bank invoke its right to require
  the Participant to exercise or forfeit his or her Option under the
  circumstances stated above.
  



-7-









          6.5     Exercise of Options.  Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, including conditions related to
the employment of the Participant with the Bank or any Subsidiary, which need
not be the same for each grant or for each Participant.  Each Option shall be exercisable for such
number of Shares and at such time or times, including periodic installments, as
may be determined by the Committee at the time of the grant.  The Committee may provide in the Agreement
for automatic accelerated vesting and other rights upon the occurrence of a
Change in Control (as defined in Section 11.1) of the Company.  Except as otherwise provided in the
Agreement and Article 11, the right to purchase Shares that are exercisable in
periodic installments shall be cumulative so that when the right to purchase
any Shares has accrued, such Shares or any part thereof may be purchased at any
time thereafter until the expiration or termination of the Option.

          6.6     Payment.  Options shall be exercised by the delivery
of a written notice of exercise to the Bank, setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full
payment for the Shares.  The Option
Price upon exercise of any Option shall be payable to the Bank in full,
either:  (a) in cash, (b) cash
equivalent approved by the Committee, (c) if approved by the Committee, by
tendering previously acquired Shares (or delivering a certification of
ownership of such Shares) having an aggregate Fair Market Value at the time of
exercise equal to the total Option Price (provided that the Shares which are
tendered must have been held by the Participant for six months, if required for
accounting purposes, and for the period required by law, if any, prior to their
tender to satisfy the Option Price), or (d) by a combination of (a), (b) and
(c).  The Committee also may allow
cashless exercises only as permitted under Federal Reserve Board’s Regulation
T, subject to applicable securities law restrictions.  As soon as practicable after receipt of a written notification of
exercise and full payment, the Bank shall deliver to the Participant, in the
Participant’s name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s), and may place appropriate
legends on the certificates representing such Shares.


          6.7     Limited
Transferability. 
Any Option that is granted pursuant to any Agreement shall not be
transferable by the Participant and such Option thus shall be exercisable in
the Participant’s lifetime only by the Participant.

          6.8     Shareholder Rights.  No Participant shall have any rights as
a shareholder with respect to Shares subject to his or her Option until the
issuance of such Shares to the Participant pursuant to the exercise of such
Option

ARTICLE 7. 
RESTRICTED STOCK; STOCK AWARDS


          7.1     Grants.  The Committee may from time to time in its
discretion grant Restricted Stock and Stock Awards to Participants and may
determine the number of Shares of Restricted Stock or Stock Awards to be
granted.  The Committee shall determine
the terms and conditions of, and the amount of payment, if any, to be made by the
Participant for such Shares or Restricted Stock.  A grant of Restricted Stock may, in addition to other conditions,
require the Participant to pay for such Shares of Restricted Stock.  Each grant of Restricted Stock shall be
evidenced by an 


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Agreement containing terms and conditions not inconsistent with
the Plan as the Committee shall determine to be appropriate in its sole
discretion.  The maximum number of
Shares of Restricted Stock or Stock Awards which can be granted under the Plan
during any calendar year to any individual is 30,000 Shares.


          7.2     Restricted Period; Lapse of
Restrictions.  At the
time a grant of Restricted Stock is made, the Committee shall establish a
period or periods of time (the “Restricted Period”) applicable to such grant
which, unless the Committee otherwise provides, shall not be less than one (1)
year.  Subject to the other provisions
of this Article 7, at the end of the Restricted Period all restrictions shall
lapse and the Restricted Stock shall vest in the Participant.  At the time a grant is made, the Committee
may, in its discretion, prescribe conditions for the incremental lapse of
restrictions during the Restricted Period and for the lapse or termination of
restrictions upon the occurrence of other conditions in addition to or other
than the expiration of the Restricted Period with respect to all or any portion
of the Restricted Stock.  Such
conditions may, but need not, include:

                    (a)     The
death, Disability or Retirement of the Employee to whom Restricted Stock is
granted, or

                    (b)     The
occurrence of a Change in Control (as defined in Section 11.1); provided that
no acceleration pursuant to a Change in Control shall occur if the Change in
Control occurs within the first three years of the grant of the Restricted
Stock.


The Committee may also,
in its discretion, shorten or terminate the Restricted Period, or waive any
conditions for the lapse or termination of restrictions with respect to all or
any portion of the Restricted Stock at any time after the date the grant is
made.


          7.3     Rights of Holder; Limitations Thereon.  Upon a grant of Restricted Stock, a stock
certificate (or certificates) representing the number of Shares of Restricted
Stock granted to the Participant shall be registered in the Participant’s name
and shall be held in custody by the Bank or a bank selected by the Committee
for the Participant’s account. 
Following such registration, the Participant shall have the rights and
privileges of a shareholder as to such Restricted Stock, including the right to
receive dividends, if and when declared by the Board of Directors, and to vote
such Restricted Stock, except that the right to receive cash dividends shall be
the right to receive such dividends either in cash currently or by payment in
Restricted Stock, as the Committee shall determine, and except further that,
the following restrictions shall apply:


	
   
  	
  (a)
  	
  The
  Participant shall not be entitled to delivery of a certificate until the
  expiration or termination of the Restricted Period for the Shares represented
  by such certificate and the satisfaction of any and all other conditions
  prescribed by the Committee;
  
	
   
  	
   
  	
   
  
	
   
  	
  (b)
  	
  None of the
  Shares of Restricted Stock may be sold, transferred, assigned, pledged, or
  otherwise encumbered or disposed of during the Restricted Period and until
  the satisfaction of any and all other conditions prescribed by the Committee;
  and
  



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  (c)
  	
  All of the
  Shares of Restricted Stock that have not vested shall be forfeited and all
  rights of the Participant to such Shares of Restricted Stock shall terminate
  without further obligation on the part of the Bank, unless the Participant
  has remained an employee of (or non-employee Director of) the Bank or any of
  its Subsidiaries, until the expiration or termination of the Restricted
  Period and the satisfaction of any and all other conditions prescribed by the
  Committee applicable to such Shares of Restricted Stock.  Upon the forfeiture of any Shares of
  Restricted Stock, such forfeited Shares shall be transferred to the Bank
  without further action by the Participant and shall, in accordance with
  Section 4.2, again be available for grant under the Plan.  If the Participant paid any amount for the
  Shares of Restricted Stock that are forfeited, the Bank shall pay the
  Participant the lesser of the Fair Market Value of the Shares on the date
  they are forfeited or the amount paid by the Participant.
  



          With
respect to any Shares received as a result of adjustments under Section 4.3
hereof and any Shares received with respect to cash dividends declared on
Restricted Stock, the Participant shall have the same rights and privileges,
and be subject to the same restrictions, as are set forth in this Article 7.

          7.4     Delivery of Unrestricted Shares.  Upon the expiration or termination of the
Restricted Period for any Shares of Restricted Stock and the satisfaction of
any and all other conditions prescribed by the Committee, the restrictions
applicable to such Shares of Restricted Stock shall lapse and a stock certificate
for the number of Shares of Restricted
Stock with respect to which the restrictions have lapsed shall be delivered,
free of all such restrictions except any that may be imposed by law, a
shareholders’ agreement or any other agreement, to the holder of the Restricted
Stock.  The Company shall not be
required to deliver any fractional Share but will pay, in lieu thereof, the
Fair Market Value (determined as of the date the restrictions lapse) of such
fractional Share to the holder thereof. Concurrently with the delivery of a
certificate for Restricted Stock, the holder shall be required to pay an amount
necessary to satisfy any applicable federal, state, and local tax requirements
as set out in Article 15 below.

          7.5     Nonassignability of Restricted Stock.  No grant of, nor any right or interest of a
Participant in or to, any Restricted Stock, or in any instrument evidencing any
grant of Restricted Stock under the Plan, may be assigned, encumbered, or
transferred.

ARTICLE 8. 
BENEFICIARY DESIGNATION

          To
the extent applicable, each Participant under the Plan may, from time to time,
name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his or
her death before he or she receives any or all of such benefit.  Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the Bank
and shall be effective only when filed by the Participant, in writing, with the
Bank during the Participant’s lifetime. 
In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.  If required, the spouse of a married
Participant domiciled in a community 


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property jurisdiction shall join in any
designation of a beneficiary or beneficiaries other than the spouse.

ARTICLE 9. 
DEFERRALS


          The
Committee may permit a Participant to defer to another plan or program such
Participant’s receipt of Shares or cash that would otherwise be due to such
Participant by virtue of the exercise of an Option or the vesting of Restricted
Stock.  If any such deferral election is
required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.


ARTICLE 10. 
RIGHTS OF EMPLOYEES

          10.1     Employment.  Nothing in the Plan shall interfere with or
limit in any way the right of the Bank or a Subsidiary to terminate any
Participant’s employment by, or performance of services for, the Bank at any
time, nor confer upon any Participant any right to continue in the employ or
service of the Bank or a Subsidiary. 
For purposes of the Plan, transfer of employment of a Participant
between the Bank and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.


          10.2     Participation.  No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.

ARTICLE 11. 
CHANGE IN CONTROL

          11.1     Definition.  For purposes of the Plan, a “Change in
Control” means any of the following events:

	
   
  	
  (a)
  	
  The acquisition (other than from the Company) by any
  Person of Beneficial Ownership of twenty percent (20%) or more of the
  combined voting power of the Company’s then outstanding voting securities;
  provided, however, that for purposes of this Section 11.1, Person shall not
  include any person who on the date hereof owns ten percent (10%) or more of
  the Company’s outstanding securities, and a Change in Control shall not be
  deemed to occur solely because twenty percent (20%) or more of the combined
  voting power of the Company’s then outstanding securities is acquired by (i)
  a trustee or other fiduciary holding securities under one (1) or more
  employee benefit plans maintained by the Company or any of its subsidiaries,
  or (ii) any corporation, which, immediately prior to such acquisition, is
  owned directly or indirectly by the shareholders of the Company in the same
  proportion as their ownership of stock in the Company immediately prior to
  such acquisition.
  
	
   
  	
   
  	
   
  
	
   
  	
   (b)
  	
  Approval by shareholders of the Company of (1) a
  merger or consolidation involving the Company if the shareholders of the
  Company, immediately




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  before such merger or consolidation do not, as a result
  of such merger or consolidation, own, directly or indirectly, more than fifty
  percent (50%) of the combined voting power of the then outstanding voting
  securities of the corporation resulting from such merger or consolidation in
  substantially the same proportion as their ownership of the combined voting
  power of the voting securities of the Company outstanding immediately before
  such merger or consolidation, or (2) a complete liquidation or dissolution of
  the Company or an agreement for the sale or other disposition of all or
  substantially all of the assets of the Company.
  
	
   
  	
   
  	
   
  
	
   
  	
   (c)
  	
  A change in the composition of the Board such that
  the individuals who, as of the Effective Date, constitute the Board (such
  Board shall be hereinafter referred to as the “Incumbent Board”) cease for
  any reason to constitute at least a majority of the Board; provided, however,
  for purposes of this Section 11.1 that any individual who becomes a member of
  the Board subsequent to the Effective Date whose election, or nomination for
  election by the Company’s shareholders, was approved by a vote of at least a
  majority of those individuals who are members of the Board and who were also
  members of the Incumbent Board (or deemed to be such pursuant to this
  proviso) shall be considered as though such individual were a member of the
  Incumbent Board; but, provided, further, that any such individual whose
  initial assumption of office occurs as a result of either an actual or
  threatened election contest (as such terms are used in Rule 14a-11 of
  Regulation 14A promulgated under the Exchange Act, including any successor to
  such Rule), or other actual or threatened solicitation of proxies or consents
  by or on behalf of a Person other than the Board, shall not be so considered
  as a member of the Incumbent Board.
  



          11.2     Limitation on Awards  Notwithstanding any other provisions of the
Plan and unless provided otherwise in the Agreement, if the right to receive or
benefit from any Award under this Plan, either alone or together with payments
that a Participant has the right to receive from the Company or a Subsidiary,
would constitute a “parachute payment” (as defined in Section 280G of the
Code), all such payments shall be reduced to the largest amount that will
result in no portion being subject to the excise tax imposed by Section 4999 of
the Code.

ARTICLE 12. 
AMENDMENT, MODIFICATION, AND TERMINATION

          12.1     Amendment, Modification, and
Termination.  The Board
may, at any time and from time to time, alter, amend, suspend, or terminate the
Plan in whole or in part; provided, that, unless approved by the holders of a
majority of the total number of Shares of the Bank represented and voted at a
meeting at which a quorum is present, no amendment shall be made to the Plan if
such amendment would (a) materially modify the eligibility requirements
provided in Article 5; (b) increase the total number of Shares (except as
provided in Section 4.3) which may be granted under the Plan; (c) extend the
term of the Plan; or (d) amend the Plan in any other manner which the Board, in
its discretion, determines should become effective only if approved


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by the shareholders even if such shareholder approval is not expressly required by the
Plan or by law.   


          12.2     Awards Previously Granted.  No termination, amendment or modification of
the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.  The Committee shall, with
the written consent of the Participant holding such Award, have the authority
to cancel Awards outstanding and grant replacement Awards therefor.


          12.3     Compliance With Code Section 162(m).  At all times when the Committee determines
that compliance with Code Section 162(m) is required or desired, all Awards
granted under this Plan to Named Executive Officers shall comply with the
requirements of Code Section 162(m).  In
addition, in the event that changes are made to Code Section
162(m) to permit greater flexibility with respect to any Award or Awards under
the Plan, the Committee may, subject to this Article, make any adjustments it
deem appropriate.

ARTICLE 13. 
CANCELLATION AND RESCISSION OF AWARDS

          The
Committee may provide in the Award Agreement that if, at any time during the
period that any Award is or may yet become exercisable in whole or in part, or
at any time within six (6) months prior to, or after, the termination of
employment with the Bank, a Participant engages in any “Detrimental Activity”
(as defined below), the Committee may, notwithstanding any other provision in
this Plan to the contrary, cancel, rescind, suspend, withhold or otherwise
restrict or limit any unexpired, unpaid, or deferred Award as of the first date
the Participant engages in the Detrimental Activity, unless sooner terminated
by operation of another term of this Plan or any other agreement.  Without limiting the generality of the
foregoing, the Agreement may provide that the Participant shall also pay to the
Bank any gain realized by the Participant from exercising all or any portion of
the Awards hereunder during a period beginning six (6) months prior to, or
after, the date on which the Participant enters into such activity.

          For
purposes of this Agreement, “Detrimental Activity” shall mean to include any of
the following: (i) engaging in any commercial activity in competition with any
part of the business of the Bank; (ii) diverting or attempting to divert from
the Bank business of any kind, including, without limitation, interference with
any business relationship with suppliers, customers, licensees, licensors, or
contractors; (iii) making, or causing or attempting to cause any other person
to make, any statement, either written or oral, or conveying any information
about the Bank which is disparaging or which in any way reflects negatively
upon the Bank; (iv) engaging in any other activity that is inimical, contrary,
or harmful to the interests of the Bank, including influencing or advising any
person who is employed by or in the service of the Bank to leave such
employment or service to compete with the Bank or to enter into the employment
or service of any actual or prospective competitor of the Bank, or influencing
or advising any competitor of the Bank to employ or to otherwise engage the
services of any person who is employed by the Bank or in the service of the
Bank, or improperly disclosing or otherwise misusing any confidential
information regarding the Bank; or (v) the refusal or failure of a Participant
to provide, upon the request of the Bank, a certification, in a form
satisfactory to the Bank, that he or she is in full compliance with the terms
and conditions of the Plan; provided, that the

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Committee may provide in the
Agreement that only certain of the restrictions provided above apply for
purposes of the Award Agreement.


          Should
any provision to this Article be held to be invalid or illegal, such illegality
shall not invalidate the whole of this Article, but, rather, the Plan shall be
construed as if it did not contain the illegal part or narrowed to permit its
enforcement, and the rights and obligations of the parties shall be construed
and enforced accordingly.   

ARTICLE 14. 
WITHHOLDING



          14.1     Tax Withholding. The Company
shall have the power and the right to deduct or withhold, or require a
Participant to remit to the Bank, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation) required
by law to be withheld with respect to any taxable event arising in connection
with an Award under this Plan.

          14.2     Share Withholding.  With respect to withholding required upon
the exercise of Options, or upon any other taxable event arising as a result of
Awards granted hereunder which are to be paid in the form of Shares,
Participants may elect, subject to the approval of the Committee, to satisfy
the withholding requirement, in whole or in part, by having the Bank withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.  All elections shall be irrevocable, made in
writing, signed by the Participant, and elections by Insiders shall
additionally comply with all legal requirements applicable to Share
transactions by such Participants.


ARTICLE 15. 
INDEMNIFICATION

          Each
person who is or shall have been a member of the Committee, or the Board, shall
be indemnified and held harmless by the Bank against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit or proceeding
to which he or she may be a party or in which he or she may be involved by
reason of any action taken or failure to act under the Plan and against and
from any and all amounts paid by him or her in settlement thereof, with the
Bank’s approval, or paid by him or her in satisfaction of any judgment in any
such action, suit or proceeding against him or her, provided he or she shall
give the Bank an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of
indemnification shall be in addition to any other rights of indemnification to
which such persons may be entitled under the Bank’s Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Bank may
have to indemnify them or hold them harmless.

ARTICLE 16. 
SUCCESSORS

          All
obligations of the Bank under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor to the Bank, whether the existence
of such successor is the


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result of a direct or indirect purchase, merger,
consolidation or otherwise, of all or substantially all of the business and/or
assets of the Bank.

ARTICLE 17. 
LEGAL CONSTRUCTION.


          Except
where otherwise indicated by the context, any masculine term used herein shall
also include the feminine; the plural shall include the singular and the
singular shall include the plural.


          17.1     Severability.  If any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if the illegal or invalid provision had not been
included.

          17.2     Requirements of Law.  The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

          17.3     Regulatory Approvals and Listing.  The Company shall not be required to issue
any certificate or certificates for Shares under the Plan prior to (i)
obtaining any approval from any governmental agency which the Bank shall, in its
discretion, determine to be necessary or advisable, (ii) the admission of such
shares to listing on any national securities exchange or Nasdaq on which the
Bank’s Shares may be listed, and (iii) the completion of any registration or
other qualification of such Shares under any state or federal law or ruling or
regulation of any governmental body which the Bank shall, in its sole
discretion, determine to be necessary or advisable.

          To
the extent applicable, if required by the then-current Section 16 of the
Exchange Act, any “derivative security” or “equity security” offered pursuant
to the Plan to any Insider may not be sold or transferred for at least six (6)
months after the date of grant of such Award. 
The terms “equity security” and “derivative security” shall have the
meanings ascribed to them in the then-current Rule 16(a) under the Exchange
Act.

          17.4     Securities Law Compliance.  To the extent applicable, with respect to
Insiders, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange
Act.  To the extent any provisions of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.


          17.5     Governing Law.  To the extent not preempted by Federal law,
the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Georgia.

          AS APPROVED
BY THE BOARD OF DIRECTORS OF COMMUNITY BANK OF PICKENS COUNTY ON
__________________, 2000.

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